FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended April 30, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 00-18140
ADEN ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 87-0447215
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13314 "I" Street, Omaha, Nebraska 68137
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (402) 334-5556
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes / / No /X/
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
The aggregate market value of the registrant's Common Stock held by
non-affiliates of the registrant as of July 20, 2000, was $7,375,678 based on
the closing price of $0.34 per share as of such date. As of such date,
317,921,396 shares of the registrant's Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Registration Statement on Form S-18 and all
amendments thereto (Registration No. 33-7494-LA) (the "Registration Statement")
are incorporated by reference in Parts I and IV of this Report.
<PAGE>
PART I
ITEM 1. BUSINESS
(a) Introduction
Aden Enterprises, Inc. was incorporated in Nevada on May 22, 1986, and was
reincorporated in California effective August 12, 1988. Unless the context
otherwise requires, the term "Company" means Aden Enterprises, Inc. The original
business purpose of the Company and the circumstances surrounding its
reincorporation are more fully described in the Registration Statement.
On January 31, 1995, a group of investors based in Omaha, Nebraska,
acquired from the Company's principal shareholder 19.8% of the Company's
outstanding Common Stock and options to acquire an additional 21.8% of such
Common Stock (which options were not exercised). Concurrent with this
transaction, the selling shareholder (being the sole director of the Company at
the time) designated members of this group of investors as directors of the
Company, who thereupon assumed control of the Company. Since then, the Company
has undertaken to locate and negotiate with selected business entities for the
purpose of acquiring, or entering into business combinations, with the selected
businesses. As of the end of the fiscal year to which this report pertains, the
Company has not consummated any such acquisitions or business combinations. As a
consequence, the Company has not engaged in any material business operations.
(b) Forward-Looking and Cautionary Statements
Forward-looking and Cautionary Statements: Certain statements contained
in this report may constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 ("Reform Act"). The Company
may also make forward-looking statements in other reports filed with the
Securities and Exchange Commission, in materials delivered to stockholders and
in press releases. In addition, the Company's representatives may from time to
time make oral forward-looking statements. Forward-looking statements provide
current expectations of future events based on certain assumptions and include
any statement that does not directly relate to any historical or current fact.
Words such as "anticipates," "believes, "expects," "estimates," "intends,"
"plans," "projects," and similar expressions, may identify such forward-looking
statements.
The Company's stock price is also affected by a number of other
factors, including quarterly variations in results, the competitive landscape,
general economic and market conditions and estimates and projections by the
investment community. As a result, like other technology companies, the
Company's stock price is subject to significant volatility.
Much of the future success of the Company depends on the continued
service and availability of skilled personnel, including technical, marketing
and staff positions. Experienced personnel in the information technology
industry are in high demand and competition for their talents is intense. There
can be no assurance that the Company will be able to successfully retain and
attract the key personnel it needs.
The Company expects to make acquisitions or enter into alliances from time
to time. Acquisitions and alliances present significant challenges and risks
relating to the integration of the business into the Company, and there can be
no assurances that the Company will manage acquisitions and alliances
successfully.
ITEM 2. PROPERTIES
As of December 31, 1999, the Company operated at three offices, all of
which are leased. The Company owns no real property at this time.
ITEM 3. LEGAL PROCEEDINGS
During the fiscal year ended April 30, 1998, the Company was a party to
certain legal proceedings as set forth at Note 10 to the Financial Statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a shareholder vote from April 30, 1997
through April 30, 1998.
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
(a) Market Information.
The Company's original articles of incorporation authorized the issuance of
100,000,000 shares of Common Stock. On February 25, 2000, the articles of
incorporation were amended to authorize the issuance of 750,000,000 shares of
common stock.
Until July 2, 1999, the Company's Common Stock was quoted on the OTC
Bulletin Board (trading symbol "ADEN") operated by the National Association of
Securities Dealers. As of that date, the Company's Common Stock was ineligible
for further quotation on the OTC Bulletin Board because the Company was not
current in its reports with the United States Securities and Exchange Commission
(the "SEC"). Since July 2, 1999, the Company's Common Stock has been quoted on
the so-called "pink sheets" maintained by the National Quotation Bureau. During
the fiscal year ended April 30, 1997, there was no signficant trading of the
Company's Common Stock.
(b) Holders.
As of July 20, 2000, the Company's Common Stock was held by approximately
302 holders.
<PAGE>
(c) Dividends.
The Company has never paid cash dividends on its Common Stock, and
anticipates that it will continue to retain its earnings, if any, to finance the
growth of its business.
(d) Recent Sales of Unregistered Securities.
During the fiscal year ended April 30, 199, the Company issued in the
aggregated 15,000,000 shares of its Common Stock which were not registered
under the Securities Act of 1933, as amended (the "Securities Act"), as set
forth in the Statement of Stockholders' Equity. The issuance of securities
described above in this paragraph (d) of Item 5 were deemed exempt from
registration under the Securities Act in reliance on Section 4 (2) of
the Securities Act as transactions by an issuer not involving any public
offering. Such securities are subject to the restrictions of Rule 144 under
the Securities Act.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
During the five years ended April 30, 1998, the Company did not conduct any
material operations. The Company does not believe, therefore, that any
meaningful financial information can be provided in response to this item.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
During the five years ended April 30, 1998, the Company did not conduct any
material operations. The Company does not believe, therefore, that any
meaningful financial information can be provided in response to this item.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Aden Enterprises, Inc.
(A Development Stage Company)
Financial Statements
April 30, 1998
&
April 30, 1997
<PAGE>
/Letterhead/
Schvaneveldt & Company
Certified Public Accountant
275 East South Temple, Suite #300
Salt Lake City, Utah 84111
(801) 521-2392
Darrell T. Schvaneveldt, C.P.A.
INDEPENDENT AUDITORS REPORT
----------------------------
Board of Directors
Aden Enterprises, Inc.
(A Development Stage Company)
I have audited the accompanying balance sheets of Aden Enterprises, Inc.,
(A Development Stage Company) as of April 30, 1998 and 1997, and the
related statements of operations, stockholders' equity and cash flows for
the years ended April 30, 1998, 1997 and 1996 and for the period from May
28, 1986 (inception) to April 30, 1998. These financial statements are the
responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my audits
provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, financial position of Aden Enterprises, Inc., as
of April 30, 1998 and 1997, and the results of its operations and its cash
flows for the years ending April 30, 1998, 1997 and 1996 and from May 28,
1986 (inception) to April 30, 1998, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #3 to the
financial statements, the Company has an accumulated deficit and a negative
net worth at April 30, 1998. These factors raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also discussed in Note #3. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
/S/ Schvaneveldt & Company
Salt Lake City, Utah
October 13, 1999
<PAGE>
Aden Enterprises, Inc.
(A Development Stage Company)
Balance Sheets
April 30, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Assets
Current Assets
--------------
Cash in Banks $ -0- $ 280
------------ ------------
Total Assets $ -0- $ 280
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
Aden Enterprises, Inc.
(A Development Stage Company)
Balance Sheets -Continued-
April 30, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Liabilities & Stockholders' Equity
Current Liabilities
-------------------
Accounts Payable $ 365,822 $ 351,275
Accrued Interest 1,842,730 1,299,461
Payroll Taxes Payable 495,621 457,944
Notes Payable 3,353,574 2,712,195
Judgement Payable 1,906,938 981,444
Stock Subscriptions 35,000 35,000
Forbearance Payable 773,862 328,742
------------ ------------
Total Current Liabilities 8,773,547 6,166,061
Stockholders' Equity
--------------------
Common Stock 100,000,000 Shares
Authorized: 32,789,069 Shares &
17,789,069 Shares Issued & Outstanding
No Par Value Respectively 2,383,564 1,903,567
Paid In Capital Warrants 534,929 534,929
Income (Deficit) Accumulated
in the Development Stage (11,692,040) ( 8,604,277)
------------ ------------
Total Stockholders' Equity ( 8,773,547) ( 6,165,781)
------------ ------------
Total Liabilities and
Stockholders' Equity $ -0- $ 280
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
Aden Enterprises, Inc.
(A Development Stage Company)
Statements of Operations
For the Years Ended April 30, 1998, 1997 and 1996
and the Period May 28, 1986 (Inception) to April 30, 1998
<TABLE>
<CAPTION>
Accumulated 1998 1997 1996
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Income $ -0- $ -0- $ -0- $ -0-
------
Expenses
--------
Consultant Fees 1,577,923 855,000 96,088 469,109
Wages 9,600 -0- -0- -0-
Amortization 160 -0- -0- -0-
Depreciation 22,394 -0- -0- -0-
Accounting & Legal 510,401 6,318 54,289 183,158
Management Fee 15,643 -0- -0- -0-
Rent 85,968 -0- 20,060 7,200
Travel 184,923 -0- 39,020 100,047
Office & Printing 40,956 1,280 13,128 12,431
Telephone 34,092 1,495 16,415 3,342
Other Expenses 16,321 -0- 1,386 ( 1,621)
Automobile 4,270 -0- -0- -0-
Interest 2,121,768 543,269 857,670 703,928
Taxes 503,198 40,877 140,783 321,538
Loss on Investment in
Subsidiary 22,772 -0- -0- -0-
Investment Losses 5,406,085 1,194,404 424,544 3,787,140
Forbearance Expense 890,348 445,120 445,225 -0-
Warrant/Option Expense 534,935 -0- 8,339 526,596
----------- ----------- ------------ -----------
Total Expenses 11,981,757 3,087,763 2,116,947 6,112,868
----------- ----------- ------------ -----------
(Loss) from Operations (11,981,757) (3,087,763) ( 2,116,947) (6,112,868)
Other (Income) Loss
-------------------
Interest ( 152,251) -0- ( 25,000) ( 67,262)
Income from Litigation
Settlement ( 54,974) -0- 104,286 228,740
Miscellaneous Income ( 82,492) -0- ( 300) ( 81,556)
------------ ----------- ------------ -----------
Total Other (Income)
Loss ( 289,717) -0- 78,986 79,922
Net Income (Loss)
Before Taxes ($11,692,040)($3,087,763) ($2,195,933)($6,192,790)
Provisions for Taxes -0- -0- -0- -0-
------------ ------------ ----------- ------------
Net Income (Loss) ($11,692,040)($3,087,763) ($2,195,933)($6,192,790)
============ ============ =========== ============
Income (Loss) Per
Common Share ($ 0.12) ($ 0.16)($ 1.45)
Weighted Average Shares
Outstanding 25,289,069 13,445,525 4,259,188
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
Aden Enterprises, Inc.
(A Development Stage Company)
Statements of Stockholders' Equity
For the Period May 22, 1986 (Inception) to April 30, 1998
<TABLE>
<CAPTION>
Common Stock Paid In Accumulated
Shares Amount Capital Deficit
--------------------------------------------------
<S> <C> <C> <C> <C>
Beginning Balance,
May 22, 1986 -0- $ -0- $ -0- $ -0-
Common Stock Issued for
Cash May 22, 1986 100,000 12,500
Cash Contributed by
Public Investors 14,322
Net Loss for Year Ended
April 30, 1987 ( 532)
--------------------------------------------------
Balance, April 30, 1987 100,000 26,822 -0- ( 532)
Net Loss for Year Ended
April 30, 1988 ( 20,472)
--------------------------------------------------
Balance, April 30, 1988 100,000 26,822 -0- ( 21,004)
Cash Contributed by
Officer -0- 10,691
Common Stock Issued for
Cash February 28, 1989 240,600 71,428
Net Loss for Year Ended
April 30, 1989 ( 89,362)
--------------------------------------------------
Balance, April 30, 1989 340,600 108,941 -0- ( 110,366)
Net Income for Year
Ended April 30, 1990 194,573
--------------------------------------------------
Balance, April 30, 1990 340,600 108,941 -0- 84,207
Net Loss for Year Ended
April 30, 1991 ( 85,269)
--------------------------------------------------
Balance, April 30, 1991 340,600 108,941 -0- ( 1,062)
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
Aden Enterprises, Inc.
(A Development Stage Company)
Statements of Stockholders' Equity -Continued-
For the Period May 22, 1986 (Date of Inception) through April 30, 1998
<TABLE>
<CAPTION>
Common Stock Paid In Accumulated
Shares Amount Capital Deficit
--------------------------------------------------
<S> <C> <C> <C> <C>
Dividend of No Par
Shares 340,600
Net Loss for Year Ended
April 30, 1992 ( 57,653)
--------------------------------------------------
Balance, April 30, 1992 681,200 108,941 -0- ( 58,715)
Reverse Split of Shares
Outstanding One for Two (340,600)
Net Loss for Year Ended
April 30, 1993 ( 37,074)
--------------------------------------------------
Balance, April 30, 1993 340,600 108,941 -0- ( 95,789)
Net Loss for Year Ended
April 30, 1994 ( 21,520)
--------------------------------------------------
Balance, April 30, 1994 340,600 108,941 -0- ( 117,309)
Capital Contributed by
Stockholder 17,917
Capital Contributed by
Default of Public Investor 128
Net Loss for Year Ended
April 30, 1995 ( 98,245)
--------------------------------------------------
Balance, April 30, 1995 340,600 126,986 -0- ( 215,554)
Shares Issued for Cash at
$0.333 Per Share 600,000 200,000
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
Aden Enterprises, Inc.
(A Development Stage Company)
Statements of Stockholders' Equity -Continued-
For the Period May 22, 1986 (Date of Inception) through April 30, 1998
<TABLE>
<CAPTION>
Common Stock Paid In Accumulated
Shares Amount Capital Deficit
--------------------------------------------------
<S> <C> <C> <C> <C>
Shares Issued for Note
Receivable $0.291 Per
Share 1,082,143 315,000
Shares Issued for Cash at
$0.486 Per Share 300,000 146,000
Shares Issued for Cash
at $0.50 Per Share 1,100,000 550,000
Shares Issued for Services
at $0.35 Per Share 100,000 35,000
Shares Issued for Services
at $0.162 Per Share 460,845 75,000
Shares Issued for Debt
Reduction 197,505 32,140
Shares Issued for Cash
$0.001 Per Share 3,900,889 39,008
Shares Returned to Company
for Contribution at $0.01
Per Share ( 90,000) ( 900)
Shares Issued for Service
at $0.01 Per Share 1,110,000 11,100
Warrants Issued 526,590
Net Loss for Year Ended
April 30, 1996 ( 6,192,790)
--------------------------------------------------
Balance, April 30, 1996 9,101,982 1,529,334 526,590 ( 6,408,344)
Shares Issued for Cash at
$0.01 Per Share 658,333 6,583
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
Aden Enterprises, Inc.
(A Development Stage Company)
Statements of Stockholders' Equity -Continued-
For the Period May 22, 1986 (Date of Inception) through April 30, 1998
<TABLE>
<CAPTION>
Common Stock Paid In Accumulated
Shares Amount Capital Deficit
--------------------------------------------------
<S> <C> <C> <C> <C>
Shares Issued for
Services at $0.01 Per
Share 116,667 1,167
Shares Issued for Cash
at $0.05 Per Share 5,000,000 250,000
Shares Issued for
Forbearance at $0.04
Per Share 290,000 11,600
Shares Issued for
Forbearance at $0.04
Per Share 2,622,087 104,883
Cost of Warrants Issued 8,339
Net Loss for Year
Ended April 30, 1997 ( 2,195,933)
--------------------------------------------------
Balance, April 30, 1997 17,789,069 1,903,567 534,929 ( 8,604,277)
Shares Issued for
Services at $0.32 Per
Share 15,000,000 480,000
Net Loss for the Year
Ended April 30, 1998 ( 3,087,763)
--------------------------------------------------
Balance, April 30, 1998 32,789,069 $ 2,383,567 $ 534,929 ($11,692,040)
==================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
Aden Enterprises, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Years Ended April 30, 1998, 1997 and 1996
<TABLE>
<CAPTION>
and the Period May 28, 1986 (Inception) to April 30, 1998
Accumulated 1998 1997 1996
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Cash flows from
Operating Activities
------------------------
Net Income (Loss) ($11,692,040) ($3,087,763) ($2,195,933) ($6,192,790)
Adjustments to reconcile
net income (loss) to net
cash provided:
Amortization 160 -0- -0- -0-
Depreciation 22,394 -0- -0- -0-
Loss on Investment 315,000 -0- -0- -0-
Non Cash Expenses:
Warrant Option Fee 534,935 -0- 8,339 526,596
Consulting Fees 602,267 480,000 1,167 121,100
Forbearance Expense 232,403 -0- 232,403 -0-
(Increase) Decrease in
Prepaid Expenses -0- -0- -0- -0-
(Increase) Decrease in
Deposits -0- -0- -0- 500
Decrease (Increase) in
Note Receivable -0- -0- 237,948 71,915
Increase (Decrease) in
Accounts Payable 365,821 14,543 200,151 136,157
Increase (Decrease) in
Accrued Expense 1,842,730 543,269 805,529 493,932
Increase (Decrease) in
Payroll Taxes 495,621 37,677 140,783 317,161
Decrease (Increase) in
Receivable Officer -0- -0- 5,137 -0-
Increase (Decrease) in
Forbearance Payable 657,979 445,120 212,899 -0-
------------ ------------ ------------ ------------
Net Cash Used in
Operating Activities ( 6,622,730) ( 1,567,154) ( 351,657) ( 4,525,429)
Cash Flows from
Investing Activities
-----------------------
Purchase of Furniture ( 6,795) -0- -0- -0-
Purchase of Automobile ( 17,035) -0- -0- -0-
Organization Costs ( 160) -0- -0- -0-
------------ ------------ ------------ ------------
Net Cash Used in
Investing Activities ( 23,990) -0- -0- -0-
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
Aden Enterprises, Inc.
(A Development Stage Company)
Statements of Cash Flows -Continued-
For the Years Ended April 30, 1998, 1997 and 1996
and the Period May 28, 1986 (Inception) to April 30, 1998
<TABLE>
<CAPTION>
Accumulated 1998 1997 1996
------------ ------------ ------------- ------------
<S> <C> <C> <C> <C>
Cash Flows from
Financing Activities
------------------------
Increase (Decrease) in
Note - Related Party -0- 1,566,874 -0- -0-
Increase in Notes Payable 5,260,512 -0- 60,354 3,558,285
Cash Received by Default
of Public Investor 128 -0- -0- -0-
Proceeds from Sale of
Common Stock 1,331,727 -0- 256,583 966,242
Cash Proceeds of
Contributed Capital 19,353 -0- -0- -0-
Increase in Stock
Subscription Payable 35,000 -0- 35,000 -0-
------------- ------------ ------------- ------------
Net Cash Used by
Financing Activities 6,646,722 1,566,874 351,937 4,524,527
------------- ------------ ------------- ------------
Net Increase
(Decrease) in Cash -0- ( 280) 280 ( 902)
Cash at Beginning
of Period -0- 280 -0- 902
------------- ------------ ------------- ------------
Cash at End of
Period $ -0- $ -0- $ 280 $ -0-
============= ============ ============= ============
Other Disclosures
-----------------
Interest Paid $ 720,829 $ 543,269 $ 857,670 $ 703,928
Taxes -0- -0- -0- -0-
Significant Non Cash
Expenditures
--------------------
1,082,143 Shares
Issued to Acquire
Note Receivable 315,000 -0- -0- 315,000
1,670,845 Shares Issued
for Consulting Fees 121,100 -0- -0- 121,100
116,667 Shares Issued for
Consulting Fees 1,167 -0- 1,167 -0-
2,912,087 Shares Issued
for Forbearance Fees 116,483 -0- 116,483 -0-
15,000,000 Shares Issued
for Services 480,000 480,000 -0- -0-
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
Aden Enterprises, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE #1 - Corporate History
---------------------------
Organization of Business
The Company was organized on May 22, 1986 under the laws of the state of
Nevada. During August 1988, the Company merged with Aden Enterprises,
Inc., a California Corporation, changing the Company's corporate domicile
to the state of California.
The Company has not commenced planned principal operations and is
considered to be a development stage enterprise. The Company's principal
business activity is investing in all forms of investments or lawful
business activities.
NOTE #2 - Significant Accounting Policies
-----------------------------------------
A. The Company uses the accrual method of accounting.
B. Revenues and directly related expenses are recognized in the period
when the services are performed for the customer.
C. The Company considers all short term, highly liquid investments that
are readily convertible, within three months, to known amounts as cash
equivalents. The Company currently has no cash equivalents.
D. Basic Earnings Per Share amounts are based on the weighted average
number of shares outstanding at the dates of the financial statements.
Fully Diluted Earnings Per Shares shall be shown on stock options and
other convertible issues that may be exercised within ten years of the
financial statement dates.
E. Inventories: Inventories are stated at the lower of cost, determined
by the FIFO method or market.
F. Depreciation: The cost of property and equipment is depreciated over
the estimated useful lives of the related assets. The cost of
leasehold improvements is depreciated (amortized) over the lesser of
the length of the related assets or the estimated lives of the assets.
Depreciation is computed on the straight line method for reporting
purposes and for tax purposes.
I. Estimates: The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could
differ from those estimates.
<PAGE>
Aden Enterprises, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #3 - Going Concern
-----------------------
The accompanying financial statements of Aden Enterprises, Inc., have been
prepared on a going concern basis, which contemplates profitable operations
and the satisfaction of liabilities in the normal course of business.
There are uncertainties that raise substantial doubt about the ability of
the Company to continue as a going concern, as shown in the statements of
operations. In addition the Company has no assets with which to conduct
profitable operations and has an inordinately high amount of current debt.
These items raise substantial doubt about the ability of the Company to
continue as a going concern.
Subsequent to its year end the Company is commencing new operations in the
electronics commerce industry where it will sell, or facilitate the sale,
of travel services through the Internet utilizing the Company's proprietary
technology in a web site. The Company presently is working on an improved
version of the web site systems.
The Company has accrued ownership of a technology that among other things
provides a new way to navigate the Internet.
The Company entered into a License Agreement whereby the Company acquired
an exclusive right to certain patents, pending patents and proprietary
plans and strategies to operate in the travel service industry subject to
certain restrictive terms and conditions.
The Company has also entered into negotiations to acquire traditional type
travel agencies and four providers.
In addition to its efforts in the travel industry the Company has formed a
Nevada Corporation, as a wholly owned subsidiary, to establish and maintain
web sites pertaining to the offer and sale of artwork and related
merchandise.
The Company's continuation as a going concern is dependent upon its ability
to satisfactorily meet its obligations, generate cash flows from operations
for current operating costs and to raise capital to fund the planned
ventures.
The Company's President has personally guaranteed the Company's current
debt. The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
<PAGE>
Aden Enterprises, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #4 - Notes Payable
-----------------------
<TABLE>
<CAPTION>
Short Term:
The Company has notes payable to a commercial bank and individual lenders
as follows:
1998 1997
----------- -----------
<S> <C> <C> <C> <C>
Commercial Bank, Due Date
August 21, 1995, Interest Rate
10.5% $ 165,732 $ 165,732
Individual #1,
Due Date August 12, 1996,
Interest Rate 15.0% 100,000 100,000
Due Date February 13, 1996,
Interest Rate 15% 200,000 300,000 200,000 300,000
Individual #2, -------- --------
Due Date October 13, 1996,
Interest Rate 15% 395,101 200,000
Individual #3,
Due Date January 5, 1996,
Interest Rate 15% 50,000 50,000
Due Date January 6, 1996,
Interest Rate 15% 50,000 50,000
Due Date December 15, 1996,
Interest Rate 15% 45,000 145,000 45,000 145,000
Individual #4, Due Date April -------- ---------
15, 1997, Interest Rate 22.% 345,000 245,000
Individual #5, Due Date December
22, 1995, Interest Rate 15% 37,500 37,500
Individual #6, 109,278 50,000
Individual #7, Due on Demand,
Interest Rate 12.5% 81,330 81,330
Individual #8, Due on Demand,
Interest Rate 12.5% 82,200 82,200
Individual #9, Due on Demand,
Interest Rate 12.5% 7,100 7,100
Individual #10, Due on Demand,
Interest Rate 15% 5,000 5,000
Individual #11, Due Date May 29,
1996, Interest Rate 10% 22,500 22,500
Due Date March 9, 1996,
Interest Rate 15% 137,500 160,000 137,500 160,000
Individual #12, Due on Demand, --------- --------
Interest Rate 10% 350,000 350,000
Individual #13, Due on Demand,
Interest Rate 12% 100,000 100,000
Individual #14, Due on Demand,
Interest Rate 10% 72,054 72,054
Individual #15, Due on Demand,
Interest Rate 12% 257,000 120,000
Individual #16, Due on Demand,
Interest Rate 10% 420,993 420,993
</TABLE>
Aden Enterprises, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #4 - Notes Payable -Continued-
-----------------------------------
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C> <C> <C>
Individual #17, Due on Demand,
Interest Rate 11% 10,000 10,000
Individual #18, Due on Demand,
Interest Rate 12.5% 20,000 20,000
Individual #19, Due on Demand,
Interest Rate 11% 5,000 5,000
Individual #20, Due on Demand,
Interest Rate 11% 8,000 8,000
Individual #21, Due on Demand,
Interest Rate 11% 5,000 5,000
Individual #22, Due on Demand,
Interest Rate 11% 8,000 8,000
Individual #23, Due on Demand,
Interest Rate 11% 5,000 5,000
Individual #24, Due on Demand,
Interest Rate 12% 104,286 104,286
Individual #25, Due on Demand,
Interest Rate 12% 5,000 5,000
Individual #26, Due on Demand,
Interest Rate 12% 150,000 -0-
----------- -----------
Total Notes Payable $3,353,574 $2,712,195
=========== ===========
</TABLE>
NOTE #5 - Payroll Taxes
-----------------------
Resulting from a failed acquisition in 1996 the Company has been identified
as a responsible party by the Internal Revenue Service for unpaid payroll
taxes of $311,020. Penalties and interest of $184,601 have been accrued on
these taxes.
NOTE #6 - Unissued Common Stock
-------------------------------
In 1997, the Company received $35,000 for payment of 100,000 shares of
common stock and in 1999 $483,000 was received for payment of approximately
5,800,000 of shares of common stock. The Company has not directed its
transfer agent to issue the shares and currently does not have authorized
but unissued shares available to issue the purchaser.
NOTE #7 - Interest Payable
--------------------------
The Company has not paid the accrued interest on the notes payable
presented in Note #4. Interest at the debt rate and penalty interest has
been accrued and represents $1,842,730 at April 30, 1998 and $1,299,461 at
April 30, 1997. These amounts have been personally guaranteed by the
Company's President.
<PAGE>
Aden Enterprises, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #8 - Forbearance Fees Payable
----------------------------------
The notes payable as disclosed in Note #4, have all been defaulted upon by
the Company. The Company has made commitments to the note holders of
additional amounts to be repaid for an extension of the payment of accrued
interest and principal of the notes. These forbearance fees commitments
are $773,862 and $328,742 for April 30, 1998 and 1997 respectively.
NOTE #9 - Federal Income Taxes
------------------------------
The Company has net operating loss carryforwards for income tax purposes as
follows:
<TABLE>
<CAPTION>
Expiration
Year of Loss Amount Date
-------------------------------------------------
<S> <C> <C>
April 30, 1991 $ 1,062 2006
April 30, 1992 57,653 2007
April 30, 1993 36,917 2008
April 30, 1994 21,520 2009
April 30, 1995 98,520 2010
April 30, 1996 6,192,790 2011
April 30, 1997 2,195,933 2012
April 30, 1998 3,087,763 2013
</TABLE>
The Company has adopted FASB 109 to account for income taxes. The Company
currently has no issues that create timing differences that would mandate
deferred tax expenses. Net operating losses would create possible tax
assets in future years. Due to the uncertainty as to the utilization of
net operating loss carryforwards an evaluation allowance has been made to
the extent of any tax benefit that net operating losses may generate.
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Current Tax Asset Value of Net
Operating Loss Carryforwards at
Current Prevailing Federal Tax Rate $3,975,293 $2,925,454
Evaluation Allowance (3,975,293) (2,925,454)
------------ ------------
Net Income Tax Benefit -0- -0-
Current Income Tax Expense -0- -0-
Deferred Income Tax Benefit -0- -0-
</TABLE>
<PAGE>
Aden Enterprises, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #10 - Litigation
---------------------
The Company is not currently subject to any material legal proceedings.
<TABLE>
<CAPTION>
The Company has been a defendant in legal proceedings at various times in
the past and has outstanding balances as follows;
1998 1997
----------- -----------
<S> <C> <C>
Judgment in the United States District Court of
Nebraska, Douglas County, Doc. #97, No. 465,
Invest L' Inc., Plaintiff vs. Aden Enterprises,
Inc., Et Al., Petition filed September 23, 1997 $ 437,924 $ -0-
Judgment in the United States District Court of
Nebraska, Douglas County, Doc. #97, No. 465,
Invest L' Inc., Bridge Fund Plaintiff vs. Aden
Enterprises, Inc., Et Al., Petition Filed
September 23, 1997 398,970 -0-
Judgment in the United States District Court of
Nebraska, Douglas County, Doc. #964, No. 98,
Fredrick W. Weidinger Plaintiff, vs. Aden
Enterprises, Inc., Defendant, Petition Filed
August 18, 1997 88,600 -0-
Judgment in the United States District Court of
Nebraska, Douglas County, Doc. #959 No. 864,
Russell Barger Plaintiff vs., Aden Enterprises,
Inc., Et. Al., Petition Filed April 2, 1997 119,931 119,931
Judgment in the United States District Court of
Nebraska, Douglas County, Doc. #956, No. 36,
Matthew A. Gohd Plaintiff vs., Aden Enterprises,
Inc., Et. Al., Petition Filed November 27, 1996,
Judgment includes Accrued Interest of $41,891 200,000 200,000
Judgment in the United States District Court of
Nebraska, Douglas County, Doc., 958, No. 177,
Value Partners LTD., Plaintiff vs., Aden
Enterprises, Inc., Et. Al., Petition Filed
February 12, 1997 482,773 482,773
Judgment in the United States Eighteenth Judicial
Circuit, County of Du Page State of Illinois,
Doc., 0256, Primary Resources, Inc., Plaintiff
vs. Aden Enterprises, Inc., Et. Al., Filed
March 8, 1996 178,740 178,740
------------ ------------
Total $ 1,906,938 $ 981,444
============ ============
</TABLE>
<PAGE>
Aden Enterprises, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #11 - Contingencies
------------------------
The Company entered into an agreement with Data Duplicating Corporation and its
shareholders on July 31, 1996, for the Company to acquire 80% of the outstanding
stock of Data Duplicating Corporation in exchange for common stock of Aden
Enterprises, Inc. In addition, the Company was to contribute a total of $250,000
as additional capital in Data Duplicating Corporation. Also, the Company agreed
to cause certain shareholders of Data Duplicating Corporation to be relieved of
their personal liability for sums due by DDC to Nebraska State Bank and Mid City
Bank, Omaha, Nebraska. The Company contributed the sum of $100,000, but failed
to contribute the additional $150,000 committed under the referenced agreement
and failed to remove the shareholders of DDC's guarantees of DDC's indebtedness
to Mid City Bank and Nebraska State Bank.
Aden has guaranteed a Promissory Note of ITS International, Inc., to Nebraska
State Bank which note has a current balance of $177,079.56. The note is in
default as of this date. The Company has made provision of $165,732 for this
note on its books at April 30, 1998.
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information concerning the age, current
positions with the Company, and term of office as a director and period of
service as such, for all of the directors of the Company, as of April 30, 2000:
<TABLE>
<CAPTION>
Year
Became a
Name Age Director Office and Title
---- --- -------- ----------------
<S> <C> <C> <C>
Michael S. Luther 41 1995 Chairman of the Board of
Directors; Chief
Executive Officer
Judith E. Sundberg 58 1998 Director; Secretary
Donald E. Rokusek 62 1998 Director
</TABLE>
All of the directors hold their office until the next annual meeting of
the shareholders and their respective successors shall qualify.
Michael S. Luther has been associated with the Company as its Chief
Executive Officer since February 1995. From August, 1993 to November, 1994, Mr.
Luther was a registered representative of the investment banking firm of
Kirkpatrick, Pettis, Smith & Polian, Inc. of Omaha, Nebraska. Mr. Luther is a
graduate of the University of Maryland with a Bachelor of Science degree in
accounting and he is a certified public accountant. Mr. Luther is a director of
Synergy Media, Inc. Mr. Luther and his brother, Mark Luther, were named as
defendants in an action brought in the United States District Court for the
District of Nebraska by the United States Secretary of Labor on March 17, 1999,
captioned Alexis M. Herman, Secretary of Labor, United States Department of
Labor, Plaintiff, v. Michael S. Luther, Mark E. Luther, and SmartPay Processing,
Inc. 401(k) Profit Sharing Plan, Defendants, Civil Action No. 8:99-CV-00093. The
complaint alleged that the defendants failed to exercise their responsibilities
as fiduciaries of the SmartPay Processing, Inc. 401(k) Profit Sharing Plan (the
"Plan"). On September 9, 1999, a consent judgment was entered against the
defendants which ordered and adjudged that (1) Messrs. Luther, their agents,
servants, employees, and attorneys and those persons (having notice of such
order) in active concert or participation with them be permanently enjoined and
restrained from violating the provisions of Sections 403-406, inclusive, of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") and (2)
Messrs. Luther be permanently enjoined and restrained from (a) exercising any
discretionary authority or discretionary control respecting management of any
ERISA-covered pension or welfare benefit plan or exercising any authority or
control respecting management or disposition of any such plan's assets and (b)
having any discretionary authority or discretionary responsibility in the
administration of any such plans. Messrs. Luther were further ordered to pay the
sum of $23,500 to the independent trustee of the Plan within thirty (30) days of
the entry of the judgment for distribution to the Plan's participants and/or
beneficiaries. The Company has made this payment on behalf of Mr. Luther. Mr.
Luther does not currently exercise any discretionary authority or responsibility
respecting any ERISA-covered pension or welfare benefit plan pertaining to the
Company.
Judith E. Sundberg has been associated with the Company since November
1995. Mrs. Sundberg has no experience in the management of a public company.
Mrs. Sundberg is also a director of Synergy Media, Inc.
<PAGE>
Donald E. Rokusek has been associated with the Company since 1997. Mr.
Rokusek has also been associated with (1) Concepts, Inc. from 1980 to date as
its vice president, (2) Digital Products Corporation from 1997 to date as its
director of contracts administration, and (3) Sewing Concepts from 1985 to 1997
as its operations and financial manager. Mr. Rokusek has no experience in the
management of a public company.
Mrs. Sundberg and Mr. Rokusek were appointed to the Board of Directors in
1998 to fill the vacancies created by the resignations of Mr. Dennis Blackman
and Mr. Brian Barger as officers and directors of the Company.
ITEM 11. EXECUTIVE COMPENSATION.
During the three years ended April 30, 1998, no current executive officer
of the Company received any compensation.
The Company has no retirement, pension, profit-sharing, insurance, or
medical reimbursement plan covering its officers or employees. The Company has
not entered into any employment agreements with any of the named executive
officers.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners.
As of July 20, 2000, there were 317,921,396 shares of the Company's common
stock outstanding. The following table sets forth information regarding the
beneficial ownership of the Company's common shares by shareholders holding or
controlling five percent (5%) or more of its outstanding voting securities.
<TABLE>
<CAPTION>
Amount of
Beneficial
Ownership of
Common Stock as Percent of
Name and Address of 07/20/2000 Total
---------------- ------------ -----
<S> <C> <C>
Michael S. Luther (1) 45,702,629 14.38%
1611 So. 91st Avenue
Omaha, Nebraska 68124
Daniel A. Koch (2) 56,509,357 17.77%
12905 Lafayette Ave
Omaha, Nebraska 68154
MercExchange, LLC(3) 58,000,000 18.24%
8408 Washington Avenue
Alexandria, VA 22309
</TABLE>
<PAGE>
(b)Security Ownership of Management.
The following table sets forth information regarding the beneficial
ownership of the Company's common shares by its directors, the Company's Chief
Executive Officer and the Company's only other executive officer, and the
directors and executive officers as a group.
<TABLE>
<CAPTION>
Amount of
Beneficial
Ownership of
Common Stock as Percent of
Name and Address of 07/20/2000 Total
---------------- ------------- -----
<S> <C> <C>
Michael S. Luther (1) 45,702,629 14.38%
Chairman and Chief Executive Officer
1611 So. 91st Avenue
Omaha, Nebraska 68124
Judith E. Sundberg 1,771,853 0.56%
Director
c/o 13314 "I" Street
Omaha, Nebraska 68137
Donald E. Rokusek 1,142,857 0.36%
Director
c/o 13314 "I" Street
Omaha, Nebraska 68137
Directors and Executive Officers 48,617,339 15.30%
as a group (3 individuals)
</TABLE>
(1) In order to issue shares of Common Stock with respect to certain commitments
made to various third parties, the Company redeemed 38,438,316 shares of its
Common Stock from Mr. Luther. The Company committed to reissue such shares to
Mr. Luther subject to the approval of the amendment to Article IV of its
Articles of Incorporation. The amendment to the articles of incorporation was
effective February 25, 2000. Furthermore, on September 21, 1999, the Company
agreed to issue a warrant to Mr. Luther which grants him the right to purchase
50,000,000 shares of Common Stock at an exercise price of $0.15 per share. This
warrant expires on September 21, 2001. At the time this warrant was issued, the
fair market value of each share of Common Stock was determined by the Company's
board of directors to be $0.038.
(2) In order to issue shares of Common Stock with respect to certain commitments
made to various third parties, the Company redeemed 13,366,188 shares of its
Common Stock from Mr. Koch. The Company committed to reissue such shares to Mr.
Koch subject to the approval of the amendment to Article IV of its Articles of
Incorporation. The amendment to the articles of incorporation was effective
February 25, 2000. On November 15, 1998, the Company agreed to issue a warrant
to Mr. Koch which grants him the right to purchase 43,000,000 shares of Common
Stock at an exercise price of $0.001 per share. At the time this warrant was
issued, the fair market value of each share of Common Stock was determined by
the Company's board of directors to be $0.011. This warrant expires on November
14, 2000. On September 21, 1999, the Company agreed to issue a warrant to Mr.
Koch which grants him the right to purchase 50,000,000 shares of common stock at
an exercise price of $0.15 per share. At the time this warrant was issued, the
fair market value of each share of Common Stock was determined by the Company's
board of directors to be $0.038. This warrant expires on September 21, 2001.
<PAGE>
(3) MercExchange, LLC is a Virginia limited liability company owned and
controlled by Thomas Woolston, the Company's former Chief Technology Officer.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules
The financial statements as set forth under Item 8 of this report on
Form 10-K are incorporated herein by reference.
Financial statement schedules have been omitted since they are either
not required, not applicable, or the information is otherwise included.
(b) Reports on Form 8-K
The following reports on Form 8-K were filed during the Company's fiscal
year ending April 30, 1998:
Form 8-K dated February 16, 1998.
Form 8-K dated November 18, 1997.
Form 8-K dated July 24, 1997.
(c) Exhibit Listing
EXHIBIT
NUMBER DESCRIPTION
3.1 Articles of Incorporation (1)
3.2 Bylaws (1)
27.1 Financial Data Schedule
(1) Incorporated by reference to Registration Statement under Form S-18 (No.
33-7494-LA).
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF OMAHA,
STATE OF NEBRASKA, ON JULY 21, 2000.
ADEN ENTERPRISES, INC.
By: /s/ Michael S. Luther
Michael S. Luther
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES INDICATED ON JULY 21, 2000.
SIGNATURE TITLE
/s/ Michael S. Luther Chairman of the Board of Directors and
-------------------------------------- Chief Executive Officer
Michael S. Luther
/s/ Judith E. Sundberg Director; Secretary
--------------------------------------
Judith E. Sundberg
/s/ Donald. E. Rokusek Director
--------------------------------------
Donald. E. Rokusek
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
3.1 Articles of Incorporation (1)
3.2 Bylaws (1)
27.1 Financial Data Schedule
(1) Incorporated by reference to the Company's Registration Statement under
Form S-18 (No. 33-7494-LA).
